ANSCHUTZ Form 4 National CineMedia / PHILIP F ANSCHUTZ ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REGAL CINEMAS INC

(Last) (First) (Middle)

7132 REGAL LANE

(Street)

KNOXVILLE TN 37918

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of National CineMedia, LLC	$0	03/16/2017		A		501,919		(1)	(1)	Common Stock of National CineMedia, Inc.	501,919	$0	27,574,620(2)	I	By Reporting Entities

1. Name and Address of Reporting Person^*

REGAL CINEMAS INC

(Last) (First) (Middle)

7132 REGAL LANE

(Street)

KNOXVILLE TN 37918

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REGAL ENTERTAINMENT GROUP

(Last) (First) (Middle)

7132 REGAL LANE

(Street)

KNOXVILLE TN 37918

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Regal Entertainment Holdings, Inc.

(Last) (First) (Middle)

7132 REGAL LANE

(Street)

KNOXVILLE TN 37918

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REGAL CINEMAS CORP

(Last) (First) (Middle)

7132 REGAL LANE

(Street)

KNOXVILLE TN 37918

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Regal CineMedia CORP

(Last) (First) (Middle)

7132 REGAL LANE

(Street)

KNOXVILLE TN 37918

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Regal CineMedia Holdings, LLC

(Last) (First) (Middle)

7132 REGAL LANE

(Street)

KNOXVILLE TN 37918

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ANSCHUTZ Corp

(Last) (First) (Middle)

555 17TH STREET, SUITE 2400

(Street)

DENVER CO 80202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ANSCHUTZ PHILIP F

(Last) (First) (Middle)

555 17TH STREET, SUITE 2400

(Street)

DENVER CO 80202

(City) (State) (Zip)

Explanation of Responses:

1. Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.

2. The reported securities are owned indirectly by Regal Cinemas, Inc., Regal Entertainment Group, Regal Entertainment Holdings, Inc., Regal Cinemas Corporation, Regal CineMedia Corporation, Regal CineMedia Holdings, LLC, The Anschutz Corporation (formerly known as Anschutz Company) and Philip F. Anschutz. The Anschutz Corporation and Philip F. Anschutz disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Cinemas, Inc.)	03/20/2017
	/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Group)	03/20/2017
	/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Holdings, Inc.)	03/20/2017
	/s/ Peter B. Brandow, Executive Vice Pesident, General Counsel and Secretary (Regal Cinemas Corporation)	03/20/2017
	/s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Corporation)	03/20/2017
	/s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Holdings, LLC)	03/20/2017
	/s/ Robert M. Swysgood by Power of Attorney (on behalf of The Anschutz Corporation)	03/20/2017
	/s/ Robert M. Swysgood, by Power of Attorney (on behalf of Philip F. Anschutz)	03/20/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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